UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act Of 1934
March 27, 2006
Date of Report (Date of earliest event reported)
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ACURA PHARMACEUTICALS, INC.
(Exact Name of Registrant as Specified in Charter)
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State of New York 1-10113 11-0853640
(State of Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
616 N. North Court, Suite 120
Palatine, Illinois 60067
(Address of principal executive offices) (Zip Code)
(847) 705-7709
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d- 2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17CFR 240.13e- 4(c))
Item 8.01 Other Events
As disclosed in the Registrant's Form 8-K filed with the Commission on
January 31, 2006, the Registrant borrowed $750,000 pursuant to a Loan Agreement
dated as of January 31, 2006 with various lenders (the "Bridge Lenders"). The
Loan Agreement also permitted additional loan advances to the Registrant. On
March 27, 2006, the Bridge Lenders extended the Registrant an additional
$750,000 in loans, pursuant to the Loan Agreement.
Item 9.01 Financial Statements and Exhibits
Exhibit Number Description
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99.1 Press Release dated March 27, 2006 Announcing Receipt of
Interim Funding
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ACURA PHARMACEUTICALS, INC.
By: /s/ Peter Clemens
Peter A. Clemens
Senior Vice President & Chief Financial Officer
Date: March 27, 2006
Exhibit Index
Exhibit Number Description
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99.1 Press Release dated March 27, 2006 Announcing Receipt of
Interim Funding
CONTACT: Acura Pharmaceuticals, Inc.,
Investor Relations, Peter A. Clemens, SVP & CFO 847-705-7709
FOR IMMEDIATE RELEASE
ACURA PHARMACEUTICALS, INC. SECURES BRIDGE FUNDING
Palatine, IL, March 27, 2006: Acura Pharmaceuticals, Inc. (OTC.BB-ACUR) today
announced it has secured gross proceeds of $750,000 under a term loan agreement
(the "Loan") with Essex Woodlands Health Ventures V, L.P., Care Capital
Investments II, L.P., Care Capital Offshore Investments II, L.P., Galen Partners
III, L.P., Galen Partners International III, L.P. and Galen Employee Fund III,
L.P (collectively the "Bridge Lenders"). The Loan matures on June 1, 2006, bears
an annual interest rate of 10%, is secured by a lien on all assets of the
Company and its subsidiary, and is senior to all other Company debt. The Company
will use utilize the net proceeds from the Loan to continue funding product
development and licensing activities relating to OxyADF(TM) tablets and other
product candidates utilizing its Aversion(R) Technology. The Loan permits the
funding of additional cash amounts subject to agreement by the Company and the
Bridge Lenders. No assurance can be given, however, that any additional funding
will be advanced to the Company under the terms of the Loan.
Cash Reserves Update
The Company estimates that its current cash reserves, including the net proceeds
from the Loan, will fund product development and licensing activities through
mid May, 2006. To continue operating thereafter, the Company must raise
additional financing or enter into appropriate collaboration agreements with
third parties providing for cash payments to the Company. No assurance can be
given that the Company will be successful in obtaining any such financing or in
securing collaborative agreements with third parties on acceptable terms, if at
all, or if secured, that such financing or collaborative agreements will provide
for payments to the Company sufficient to continue funding operations. In the
absence of such financing or third-party collaborative agreements, the Company
will be required to scale back or terminate operations and/or seek protection
under applicable bankruptcy laws.
About Acura Pharmaceuticals, Inc.
Acura Pharmaceuticals, Inc., together with its subsidiary, is a specialty
pharmaceutical company primarily engaged in research, development and
manufacture of innovative abuse deterrent, abuse resistant and tamper resistant
formulations ("Aversion(R) Technology") intended for use in orally administered
opioid-containing pharmaceutical products.
Forward Looking Statements
This press release contains "forward-looking statements" as defined in the
Private Securities Litigation Reform Act of 1995. These statements are based on
current expectations of future events. If underlying assumptions prove
inaccurate or unknown risks or uncertainties materialize, actual results could
vary materially from the Company's expectations and projections. The most
significant of such risks and uncertainties include, but are not limited to, the
Company's ability to secure additional financing to fund continued product
development and operations, the Company's ability to enter into contractual
arrangements with qualified pharmaceutical partners to license, develop and
commercialize the Company's technology and product candidates, the Company's
ability to avoid infringement of patents, trademarks and other proprietary
rights or trade secrets of third parties and the challenges inherent in new
product development, including obtaining regulatory approvals. You are
encouraged to review other important risk factors relating to the Company on our
web site at www.acurapharm.com under the link, "Company Risk Factors" and
detailed in Company filings with the Securities and Exchange Commission. The
Company is at development stage and may never have any products or technologies
that generate revenue. Acura Pharmaceuticals, Inc. assumes no obligation to
update any forward-looking statements as a result of new information or future
events or developments. All Acura Pharmaceuticals, Inc. press releases may be
reviewed at www.acurapharm.com.